U. S. SECURITIES
                                      AND
                               EXCHANGE COMMISSION
                                Washington, D.C.
                                      20549

                                  FORM 10-KSB/A
                                   (Mark One)

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2003


                           Commission File No. 0-4006


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
             ( Exact name of registrant as specified in its charter)


   New Jersey                                                   22-1637978
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


                 630 Shore Road, Suite 505, Long Beach, NY 11561
               (Address of Principal Executive Offices) (Zip Code)

                                 (516) 431-1942
                 (Issuer's Telephone Number Including Area Code)

              Securities registered under Section 12(b) of the Act:
                                      None

             Securities registered under Section 12(g) of the Act:

                          Common Stock, $.01 par value

                                (Title of Class)

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the registration was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES | X | NO

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. | |

State issuer's revenues for its most recent fiscal year. $0

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock, as of July 24 2003, was approximately:$2,182,676

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Common Stock, $.01 Par Value, 3,857,397 shares


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


PART I

ITEM 1. BUSINESS

(a) Business Development

    1.      Historical Development

The Registrant was  incorporated  in New Jersey on May 6, 1959.  Until 1986, the
Registrant  was engaged in the marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic  products.  Because of sustained operating loses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990.

    2.   The November 30, 2001 Option Agreement

On November 30, 2001, and in consideration of the sum of $35,000, Petito entered
into a written  option  agreement  with James T.  Patten (the  "Option  Holder")
wherein the Option  Holder was granted the exclusive  and  assignable  option to
purchase  an  aggregate  of  684,584  issued  and  outstanding   shares  of  the
Registrant's common stock (the "Option Shares") owned of record by Petito at any
time prior to March 1, 2002 (the "Option"). The exercise price of the Option was
an aggregate of $33,458 or approximately  $.049 per Option Share. As of the date
of the Option Agreement, the Option Shares represented an approximate 36% equity
interest in the Registrant.  Pending the Option Holder's exercise of the Option,
the Option Shares were placed in escrow with the Registrant's transfer agent.

<PAGE>

The  Option  Agreement  provided  that the  closing of the Option and the Option
Holder's  exercise  of the  Option  were  subject  to the  following  conditions
precedent:

1.   Petito's execution and delivery of a written Settlement  Agreement with the
     Registrant  where in Petito agreed to accept $75,000 in full compromise and
     settlement of the  Registrant's  $123,862  obligation to Petito for accrued
     and unpaid compensation ($78,000) and advances to the Registrant ($45,862).
     The  Settlement  Agreement  also provided for the  Registrant's  payment of
     $25,400 to settle  all  existing  liabilities  appearing  on its  financial
     statements. Petito agreed to personally assume all liabilities in excess of
     $25,400; and

2.   The delivery to the Option  Holder of evidence of the  Registrant's  filing
     with the Securities and Exchange Commission of a Form 10-KSB for the fiscal
     year ended April 30, 2001; and

3.   The delivery to the Option  Holder of evidence of the  Registrant's  filing
     with the Securities and Exchange  Commission of a Form 10-QSB for the three
     months ended July 31, 2001, and October 31, 2001; and

4.   The delivery to the Option Holder of the  resignations of Irwin Lampert and
     Petito as an executive officers and directors of the Registrant; and

5.   The  delivery  to the  Option  Holder of a form of  general  release of the
     Registrant from David and Harry Sackler and The Sackler Group II, Inc.

On November 30, 2001, Messrs.  Petito and Lampert resigned as executive officers
and directors of the Registrant in favor of Irwin Pearl as President, and Thomas
F. Regan as Secretary, Chief Financial Officer and Vice President.

On November 30, 2001,  Petito  executed the  Settlement  Agreement.  On April 4,
2002, the Registrant  settled all of its existing  liabilities  appearing on its
financial  statements.  On March 7, 2002,  the  Registrant  filed:  (i) its Form
10-KSB for the fiscal  year ended April 30,  2001;  (ii) its Form 10-QSB for the
three months  ended July 31, 2001;  and (iii) its Form 10-QSB for the six months
ended October 31, 2001. On March 12, 2002, the Registrant  filed its Form 10-QSB
for the nine months ended January 31, 2002. On January 7, 2002, Petito delivered
to the Option  Holder the general  releases from David and Harry Sackler and The
Sackler  Group II, Inc. On various  dates  between March 22, and March 26, 2002,
the Option Holder assigned the Option Shares to seven non-affiliated individuals
and an entity who  subsequently  exercised their pro-rata portion of the Option.
Accordingly,  and on March  12,  2002,  the  Registrant  and the  Option  Holder
complied with all of the requirements of the Option Agreement.

On April 24,  2002,  the  Registrant  caused  the  original  issuance  of 10,000
authorized  but  unissued  shares  of its  common  stock  to  Irwin  Pearl,  its
President, in consideration for services rendered to the Registrant.

The Registrant's address is 630 Shore Road, Suite 505, Long Beach, NY 11561, and
its  telephone  and  facsimile  numbers are (516)  431-1942 and (516)  431-1907,
respectively.

Recent Developments

The August 2002 Private Placement

On August 1, 2002,  the  Registrant  conducted a private  offering of  1,000,000
shares of its common stock at $.05 per share  pursuant to Rule 506 of Regulation
D under the Securities Act of 1933, as amended. The shares are part of the total
of 2,000,000 shares sold and issued in order to provide the Company with working
capital  pending  the  consummation  of a  business  combination  with a private
company. On August 1, 2002, Parthian Securities SA, a theretofore non-affiliated
Swiss corporation purchased all 1,000,000 shares in consideration for $50,000.

The Delinquent State Tax Filings

On April 19, 2002,  and in connection  with the opening of a bank account in the
State of New York,  the  Registrant  filed a Designation  for Service of Process
with the New York State  Department  of Law under  Section  359-e of the General
Business Law of the State of New York. On August 15, 2002,  the  Registrant  was
notified by the State of New York that under Registrant's prior name, Electronic
Transistors  Corporation,  the  Registrant  had registered to do business in the
State  of New  York and was  delinquent  in  corporate  and  withholding  taxes,
maintenance fees,  activities  returns,  penalties and interest in the aggregate
amount of $105,329.

On October 18, 2002,  the  Registrant  advised the New York State Tax Department
that the  Registrant  was not  liable for a portion  of the  State's  claims for
taxes,  interest and penalties because: (i) the State had failed to file a claim
in the Registrant's had filed for on April 19, 1990,  bankruptcy proceeding that
terminated  with  the  Registrant's  discharged  on June 2,  1992;  and (ii) the
Registrant  did not conduct  business in the State of New York from 1992 through
2002.

On January 31, 2003, the Registrant: (i) filed a tax amnesty application for the
three fiscal years ended April 30, 1995,  and paid  $6,171.67 in tax and amnesty
interest  payments;  (ii) filed non-amnesty  corporate tax returns for the eight
fiscal  years ended April 30,  2002,  and paid  $3,483.84  in tax,  interest and
penalties;  and (iii)  filed  assessment  payments of $372.65 for the six fiscal
years ended April 30, 2001.  The foregoing are  collectively  referred to as the
"Tax Filings."

On May 27, 2003, and in response to verbal  comments,  that the Registrant  must
furnish evidence to New York State Department of Taxation and Finance Bankruptcy
Section  that:  (i) Orion filed for  bankruptcy;  (ii) the  bankruptcy  plan was
confirmed;  (iii) the bankruptcy case was closed;  and (iv) the Matrixes showing
that New York State was notified of the bankruptcy,  the Registrant supplied all
of the requested documents to New York State.

Accordingly,  the Registrant  believes that as a result of: (i) the Tax Filings:
(ii) New York  State's  failure to perfect its claims  acting a legal bar to New
York State's  continued  pursuit of any claim against the Registrant  covered by
the  bankruptcy  proceeding;  and (iii) the  Registrant's  not having  conducted
business in the State of New York from 1992 through 2002,  the Registrant has no
further  tax,  interest or penalty  obligation  or liability to the State of New
York.

Action by Consent

On June 2, 2003, and  subsequent to the fiscal year covered by this Report,  the
Registrant's  Board  of  Directors  and the  holders  of 61% of the  issued  and
outstanding  shares of the  Registrant's  common stock  adopted  resolutions  by
consent pursuant to Section 14A:5-6 the New Jersey Statutes Annotated in lieu of
a meeting of the shareholders of the Registrant (the "Consent"). In the Consent,
the Registrant's Board of Directors was authorized to take the following actions
without further vote or action by the stockholders of the Registrant:

1.   Business  Combination.  The negotiation  and  consummation a reverse merger
     business  combination with Ovale S.A., a non-affiliated  Swiss  corporation
     ("Ovale"),  wherein  all of the  issued and  outstanding  shares of Ovale's
     common stock, $.01 par value per share, shall be acquired by the Registrant
     solely in exchange for the issuance of an aggregate of 5,900,000 authorized
     but unissued shares of the Registrant's common stock;

2.   Amendment to Certificate of Incorporation.  The Registrant's Certificate of
     Incorporation shall be amended to effectuate: (i) an increase in the number
     of shares of common stock,  $.01 par value per share,  which the Registrant
     is authorized to issue from 10,000,000 to 20,000,000;  (ii) the creation of
     an authorized class of 2,000,000 shares of Preferred Stock,  $.01 par value
     per share (the  "Preferred  Stock") and the  granting  to the  Registrant's
     Board  of  Directors  the   authority,   without   further  action  by  the
     stockholders of the Registrant to provide for the issuance of the shares of
     Preferred  Stock in series,  to  establish  from time to time the number of
     shares to be  included  in each such  series,  and to fix the  designation,
     powers,  preferences  and rights of the shares of each such  series and the
     qualifications,  limitations or restrictions thereof; and (iii) authorizing
     the Registrant's Board of Directors to change the name of the Registrant to
     Ovale, Inc. or such other name as the Board of Directors deems reasonable;

3.   Private  Offerings.  A private offering  placement under Regulation S under
     the Securities Act of 1933, as amended (the "Act") of up to an aggregate of
     1,000,000  authorized but unissued shares of the Registrant's  common stock
     at $1.50 per share,  which shares shall be  restricted  securities  as that
     term is defined under the Act. A second private offering under Regulation S
     and/or  Rule 506 of  Regulation  D under the Act of up to an  aggregate  of
     250,000 authorized but unissued shares of the Registrant's  common stock at
     $1.50 per share,  which shares shall be restricted  securities as that term
     is defined under the Act;

4.   Stock Option Plan.  The adoption of a 2003 Long Term Incentive Plan wherein
     an  aggregate  of  2,000,000   authorized   but  unissued   shares  of  the
     Registrant's  common  stock are  reserved  for issuance of option under the
     plan;

5.   Election of  Directors.  Granting to the existing  Board of  Directors  the
     authority to elect  Vladimir  Fabert and Gilles  Neveau,  the two principal
     executive officers of Ovale, as Directors of the Registrant;

6.   Ratification  of Auditors.  Ratifying  the Board of Directors  selection of
     Bloom & Co, LLP as independent auditors to examine the financial statements
     of the Registrant for the fiscal year ending April 30, 2003; and

7.   Ratification  of Officers  Actions.  Ratifying  the acts and actions of the
     Registrant's  management  since the last annual meeting of the shareholders
     of the Registrant in 1994.

(b)  Business of the Registrant

For at least the last three fiscal years,  the Registrant has essentially been a
"shell" corporation with no assets and limited liabilities.  During this period,
the Registrant's  management  limited the Registrant's  activities to seeking to
consummate a business  combination  with a profitable  privately  owned company.
Despite  several  attempts,   no  business  combination  was  concluded  by  the
Registrant during the three fiscal years ended April 30, 2003.

<PAGE>

Accordingly,  the  Registrant  may be deemed  to be a blank  check  company.  As
defined  in Section  7(b)(3)  of the  Securities  Act of 1933,  as amended  (the
"Act"),  a "blank  check"  company is a  development  stage  company that has no
specific  business plan or purpose or has indicated that its business plan is to
engage in a merger or an acquisition  with an unidentified  company or companies
and is issuing  "penny  stock"  securities  as defined in Rule  3(a)(51)  of the
Securities  Exchange Act of 1934, as amended (the "34 Act").  The Securities and
Exchange Commission and many states have enacted statutes, rules and regulations
limiting the sale of securities of blank check companies.

The Registrant will attempt to identify and negotiate with a business target for
the merger of that entity with and into the Registrant.  In certain instances, a
target  company may wish to become a subsidiary of the Registrant or may wish to
contribute or sell assets to the Registrant  rather than to merge. No assurances
can  be  given  that  the  Registrant  will  be  successful  in  identifying  or
negotiating  with any target company.  The Registrant  seeks to provide a method
for a  foreign  or  domestic  privately  owned  company  to  become a  reporting
("public")  company  whose  securities  are  qualified for trading in the United
States secondary market.

A business  combination with a target company will normally involve the transfer
to the target company of the majority of the issued and outstanding common stock
of the  Registrant,  and  the  substitution  by the  target  company  of its own
management  and  board  of  directors.  No  assurances  can be  given  that  the
Registrant  will  be able to  enter  into a  business  combination,  or,  if the
Registrant  does enter into such a business  combination  no  assurances  can be
given as to the  terms of a  business  combination,  or as to the  nature of the
target company.

Risk Factors

The  Registrant's  business is subject to numerous risk  factors,  including the
following:

No Operating  History or Revenue and Minimal  Assets.  The Registrant has had no
operating  history nor any revenues or earnings from operations for at least the
last  three  years.  The  Registrant  has no  significant  assets  or  financial
resources.  The Registrant  will, in all likelihood,  incur  operating  expenses
without  corresponding  revenues,  at least until the consummation of a business
combination.  This may result in the  Registrant  incurring a net operating loss
which will increase  continuously until the Registrant can consummate a business
combination with a target company. There can be no assurance that the Registrant
will be able to identify such a target  company and  consummate  such a business
combination on acceptable  terms or that it will derive any benefit from the net
operating loss.

Speculative Nature Of The Registrant's  Proposed Operations.  The success of the
Registrant's  proposed  plan of  operation  will depend to a great extent on the
operations, financial condition and management of any identified target company.
While  management  intends to seek business  combinations  with entities  having
established  operating histories,  there can be no assurance that the Registrant
will be able to identify a candidate satisfying such criteria.  In the event the
Registrant completes a business combination, of which there can be no assurance,
the success of the Registrant's  operations will be dependent upon management of
the target company and numerous other factors beyond the Registrant's control.

Scarcity of and Competition For Business  Opportunities  and  Combinations.  The
Registrant  is and  will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition  target  candidates for the Registrant.  Nearly all such entities
have  significantly   greater  financial  resources,   technical  expertise  and
managerial  capabilities than the Registrant and,  consequently,  the Registrant
will  be  at  a  competitive   disadvantage  in  identifying  possible  business
opportunities and successfully completing a business combination.  Moreover, the
Registrant  will also compete  with  numerous  other small  public  companies in
seeking merger or acquisition candidates.

<PAGE>

No Agreement for Business  Combination  or Other  Transaction--No  Standards for
Business  Combination.  The Registrant has no current arrangement,  agreement or
understanding  with  respect to engaging in a merger  with or  acquisition  of a
specific business entity.  There can be no assurance that the Registrant will be
successful in identifying and evaluating  suitable business  opportunities or in
concluding a business combination.  Management has not identified any particular
industry  or  specific  business  within  an  industry  for  evaluation  by  the
Registrant.  There  can be no  assurance  that  the  Registrant  will be able to
negotiate a business  combination  on terms  favorable  to the  Registrant.  The
Registrant  has not  established  a specific  length of  operating  history or a
specified level of earnings,  assets,  net worth or other criteria which it will
require a target  company  opportunity  to have  achieved,  or without which the
Registrant would not consider a business  combination with such business entity.
Accordingly,  the  Registrant  may  enter  into a  business  combination  with a
business  entity having  losses,  limited or no potential for earnings,  limited
assets, no significant  operating history,  negative net worth or other negative
characteristics.

Continued  Management  Control,  Limited  Time  Availability.  While  seeking  a
business combination,  management  anticipates devoting up to five (5) hours per
month to the business of the  Registrant.  The  Registrant's  only two executive
officers and directors are Mr. Irwin Pearl,  the President,  Secretary and Chief
Financial Officer, and Mr. Thomas F. Regan, the Vice President,  neither of whom
have entered into  written  employment  agreements  with the  Registrant  or are
expected to do so in the foreseeable future. The Registrant has not obtained key
man life insurance on its officers and directors.  Notwithstanding  the combined
limited  experience and time  commitment of management,  loss of the services of
its  President,  Mr. Irwin Pearl,  would  adversely  affect  development  of the
Registrant's business and its likelihood of consummating a business combination.

Conflicts of  Interest--General.  The  Registrant's  two officers and  directors
participate  in other  business  ventures  which may compete  directly  with the
Registrant.  Although none are  anticipated,  conflicts of interest and non-arms
length transactions may also arise in the future. Management does not anticipate
that the Registrant  will seek a merger with, or  acquisition  of, any entity in
which any member of management serves as an officer,  director or partner, or in
which they or their family members own or hold any ownership interest. See "ITEM
9. Directors and Executive Officers,  Promoters and Control Persons;  Compliance
with Section 16(a) of the 34 Act.

Reporting  Requirements May Delay or Preclude Acquisition.  Section 13 of the 34
Act requires  companies  subject  thereto to provide certain  information  about
significant  acquisitions  including  certified  financial  statements  for  the
Registrant acquired covering one or two years, depending on the relative size of
the  acquisition.  The time and  additional  costs that may be  incurred by some
target companies to prepare such financial statements may significantly delay or
essentially preclude  consummation of an otherwise desirable  acquisition by the
Registrant.  Acquisition  prospects that do not have or are unable to obtain the
required  audited  statements may not be appropriate  for acquisition so long as
the reporting requirements of the 34 Act are applicable.

Unresolved  Contingent  Liability May Delay or Preclude  Acquisition.  Until and
unless  the  Registrant  receives  a  written  release  from the New York  State
Department  of Taxation and Finance that the  Registrant is no longer liable for
any unpaid taxes,  penalties and interest,  the Registrant  will be obligated to
carry  the  unpaid  obligation  as  a  contingent  liability  on  its  financial
statements.  Such a course  of action  may  significantly  delay or  essentially
preclude consummation of an otherwise desirable acquisition by the Registrant.

Lack of Market  Research  or  Marketing  Organization.  The  Registrant  has not
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions  contemplated by the Registrant.  Even in the
event demand exists for a merger or acquisition of the type  contemplated by the
Registrant,  there can be no assurance  the  Registrant  will be  successful  in
completing any such business combination.

Lack  of  Diversification.   The  Registrant's  proposed  operations,   even  if
successful,  will, at least in the short term and in all  likelihood in the long
term, result in the Registrant engaging in a business  combination with only one
business opportunity.  Consequently, the Registrant's activities will be limited
to those engaged in by the business opportunity which the Registrant merges with
or acquires.  The  Registrant's  inability to diversify  its  activities  into a
number of areas may subject the  Registrant  to economic  fluctuations  within a
particular business or industry and therefore increase the risks associated with
the Registrant's operations.

<PAGE>

Probable Change in Control and Management.  A business combination involving the
issuance of the  Registrant's  common stock will, in all  likelihood,  result in
shareholders  of a  target  company  obtaining  a  controlling  interest  in the
Registrant.  Any such  business  combination  may  require  shareholders  of the
Registrant to sell or transfer all or a portion of the Registrant's common stock
held by them.  The  resulting  change in control of the  Registrant  will likely
result in removal of the present  officers and directors of the Registrant and a
corresponding  reduction in or elimination of their  participation in the future
affairs of the Registrant.

Reduction of Percentage  Share Ownership  Following  Business  Combination.  The
Registrant's  primary  plan of  operation  is based upon the  consummation  of a
business  combination  with a business  entity which,  in all  likelihood,  will
result in the Registrant  issuing  securities to  shareholders  of such business
entity.  The issuance of previously  authorized and unissued common stock of the
Registrant  would  result in  reduction  in  percentage  of shares  owned by the
present  shareholders of the Registrant and would most likely result in a change
in control or management of the Registrant.

Aspects  of Blank  Check  Offering.  The  Registrant  may enter  into a business
combination  with a business  entity that desires to establish a public  trading
market for its shares. A target company may attempt to avoid what it deems to be
adverse  consequences  of  undertaking  its own  public  offering  by  seeking a
business combination with the Registrant. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
or the inability to obtain an  underwriter  or to obtain an underwriter on terms
satisfactory to the Registrant or the target.

Taxation.  Federal and state tax consequences will, in all likelihood,  be major
considerations  in  any  business  combination  the  Registrant  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Registrant intends to structure any business  combination so as
to minimize the federal and state tax  consequences  to both the  Registrant and
the  target  company;  however,  there can be no  assurance  that such  business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free  treatment upon a transfer of
stock or assets. A non-qualifying  reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction or their respective shareholders.

Requirement   of  Audited   Financial   Statements   May   Disqualify   Business
Opportunities.  Management  of the  Registrant  will request that any  potential
business  opportunity  provide audited financial  statements.  In such case, the
Registrant  may choose to obtain certain  assurances as to the target  company's
assets,  liabilities,  revenues and expenses  prior to  consummating  a business
combination,  with further assurances that an audited financial  statement would
be provided  after closing of such a transaction.  Closing  documents for such a
transaction may include  representations  that the audited financial  statements
will not  materially  differ from the  representations  included in such closing
documents.  One or more  potential  combination  candidates  may  opt to  forego
pursuing  a  business  combination  with the  Registrant  rather  than incur the
burdens associated with preparing audited financial statements.

ITEM 2. DESCRIPTION OF PROPERTY

Rental Premises.  The Registrant has been dormant since 1997.  Accordingly,  and
during the fiscal year ended April 30, 2000,  through  November  30,  2001,  the
Registrant utilized its former Chairman's office on a rent free basis to receive
mail.  During the fiscal year ended April 30, 2003, and through the date of this
Report,  the Registrant had no properties nor did it enter into any agreement or
arrangements  to acquire any  properties.  On December 1, 2001,  the  Registrant
relocated its  executive  offices to 630 Shore Road,  Suite 505, Long Beach,  NY
11561 on a temporary  basis.  The  Registrant has the use of  approximately  100
square  feet of space  rent  free on a month to month  basis.  The  Registrant's
temporary  space  is  adequate  for  the  Registrant's  present  needs,  and its
management  expects that the Registrant will continue this arrangement until the
completion of an acquisition or merger.


<PAGE>


ITEM 3. LEGAL PROCEEDINGS

Since  the  consummation  of the  Plan of  Reorganization  on June 2,  1992,  no
material legal proceedings have ever been pending against the Registrant.  As of
the date of this Report,  no legal  proceedings have been threatened  against or
settled by the Registrant.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Neither  during the fourth  quarter of the fiscal year ended April 30, 2003, nor
at any time since August 15, 1994, did the Registrant  conduct an Annual Meeting
of its stockholders pursuant to definitive proxy materials under Regulation 14 A
under the 34 Act, or otherwise.

On June 2, 2003, the  Registrant's  Board of Directors and the holders of 61% of
the issued and  outstanding  shares of the  Registrant's  common  stock  adopted
resolutions by consent pursuant to pursuant to Section of 14A:5-6 the New Jersey
Statutes  Annotated in lieu of a meeting of the  shareholders of the Registrant.
The actions  taken by consent are  summarized in Item 1 of this Report under the
sub-caption "Action by Consent".

                                     PART II

ITEM 5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER MATTERS.

(a) Market Information.

Since approximately November 1996, the Registrant's common stock, its only class
of equity securities, has been traded in the over-the-counter market in the pink
sheets.  The  following  table  sets  forth  the range of high and low bid price
information for the common stock as reported by the National  Quotation  Bureau,
Inc.  for each fiscal  quarter for the past two fiscal  years.  High and low bid
quotations  represent  prices  between  dealers  without  adjustment  for retail
mark-ups,  mark-downs or commissions  and may not necessarily  represent  actual
transactions.

                               HIGH                   LOW
                               --------------------------
Fiscal 2002:

FIRST QUARTER
May 1st thru
July 31, 2001                 1.01                     .11

SECOND QUARTER
August 1st thru
October 31, 2001              .20                      .10

THIRD QUARTER
November 1st thru
January 31, 2002              .23                      .10

FOURTH QUARTER
February 1st thru
April 30, 2002                .23                      .19

Fiscal 2003:

<PAGE>


May 1st thru
July 31, 2002                 .45                      .20

SECOND QUARTER
August 1st thru
October 31, 2002              .45                      .24


THIRD QUARTER
November 1st thru
January 31, 2003              2.16                     .25

FOURTH QUARTER
February 1st thru
April 30, 2003                1.95                    1.50
(b) Holders.

As of April 30, 2003, the approximate number of holders of record of shares of
the Registrant's Common Stock,$.01 par value per share, the Registrant's only
class of trading securities, was believed by management to be as follows:

            Title of Class                           Number of Record Holders

            Common Stock, $.01 par                            311

Management  believes there are many  shareholders  whose  securities are held in
street name with various brokerage  houses.  The exact number of shareholders is
unknown to the Registrant.

(c) Dividends.

The  Registrant  has paid no  dividends  during the fiscal years ended April 30,
2002, and April 30, 2003. Other than the requirements of the New Jersey Business
Corporation  Act that dividends be paid out of capital surplus only and that the
declaration and payment of a dividend not render the Registrant insolvent, there
are no  restrictions  on the  Registrant's  present  or  future  ability  to pay
dividends.

<PAGE>

The payment by the  Registrant of dividends,  if any, in the future rests within
the  discretion of its Board of Directors  and will depend,  among other things,
upon the  Registrant's  earnings,  its capital  requirements,  and its financial
conditions, as well as other relevant factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Private  Securities  Litigation  Reform Act of 1995  contains  "safe harbor"
provisions   regarding   forward-looking   statements.   Except  for  historical
information contained herein, the matters discussed in the Liquidity and Capital
Resources  section below contain  potential risks and  uncertainties  including,
without  limitation,  risks related to the Registrant's  ability to successfully
identify  potential  merger  partners,  retain  key  employees  and  settle  any
outstanding  debts.  The  Registrant  will need to attract  partners in order to
execute its revised  business  strategy,  and there can be no assurance that the
Registrant will be successful in attracting such partners.

Results of Operations

During the two fiscal years ended April 30, 2003,  and 2002,  the Registrant had
discontinued all operations and did not earn any revenues.

During a portion of 2002, the Registrant's  general and administrative  expenses
were due to the Registrant's  President,  Joseph Petito, allowing the Registrant
to operate on a rent-free  basis in the  premises of a  privately  owned  entity
controlled  by Mr.  Petito's  family.  Commencing  on  November  30,  2001,  the
Registrant's general and administrative  expenses were entirely  attributable to
keeping the Registrant current in its reporting obligation under the 34 Act, its
tax and good  standing  obligations  to the State of New Jersey,  the payment of
transfer agent fees and incidental overhead expenses.

The  Registrant  did not conduct any  research  and  development  or selling and
marketing activities in the two fiscal years ended April 30, 2003, and 2002. The
Registrant is not currently  conducting any research and  development or selling
and marketing activities.

During the two fiscal  years  ended April 30,  2003,  and 2002,  the  Registrant
recognized a net  income/loss  of $11,775 and  $(4,019),  respectively.  The net
income was attributable to the forgiveness of debt of a former officer.  The net
losses  were  principally  the  result of  accrued  franchise  tax  obligations,
professional  fees and  related  overhead  expenses.  The amount of general  and
administrative expenses in 2003 and 2002 were $37,087 and $4,019,  respectively.
Because of collection  time-limitations  provided in the federal tax laws, prior
periods  payroll  taxes  are  no  longer  a  liability  of the  Registrant.  The
Registrant  does  not  anticipate  sales  of  any  products  or  service  in the
foreseeable future other than those of a potential merger partner.

During the fiscal  year ended  April 30,  2003,  the  Registrant  experienced  a
$33,068 or 823% increase in general and administrative  expenses.  This increase
was principally  attributable to expenses  pertaining to professional  services.
During the two fiscal years ended April 30, 2003, the economic  viability of the
Registrant  was and  continues to be entirely  dependent  upon the  Registrant's
ability to raise capital  through  private  offerings and the  consummation of a
business combination.

<PAGE>

During a portion of the fiscal year ended April 30,  2002,  and to maintain  its
existence,  the Registrant  used the facilities of its former Chairman and Chief
Executive  Officer Mr.  Joseph  Petito.  On November 30, 2001,  and as disclosed
herein under Item 1, Mr. Petito entered into an option  agreement with the James
T. Patten as Option Holder.  Under the option  agreement,  the Option Holder was
given the right to purchase all of the Option Shares owned by Mr. Petito. On the
same day, Mr.  Petito and Mr. Irwin Lampert  resigned as executive  officers and
directors of the  Registrant in favor of Mr. Irwin Pearl and Mr. Thomas F. Regan
as  President,  Secretary  and  Chief  Financial  Officer  and  Vice  President,
respectively.  Pursuant  to the  terms  and  conditions  of the  agreement,  the
Registrant  commenced a best efforts private offering of 3,000,000 shares of its
common stock at $.05 per share. During the fiscal year ended April 30, 2003, and
as  hereinafter  indicated  in Item 12,  the  Registrant  sold an  aggregate  of
2,000,000 shares to Parthian  Securities SA (1,000,000  shares),  Grove Partners
(500,000 shares) and Gable International Investments, Ltd. (500,000 shares). The
proceeds from these sales were utilized to pay the Registrant's  accrued general
and administrative expenses. The right to acquire the Option Shares was assigned
to seven non-affiliated individuals and an entity who subsequently exercised the
same on or about March 31, 2002. As a result of the  foregoing,  the  Registrant
underwent  a change  of  control.  The  future  of the  Registrant  is  entirely
dependent on management's  ability to secure a business  combination  partner or
establish profitable operations.

Financial Condition

In 1997, the Registrant  changed its direction from investment in real estate to
finding a merger partner.

As of April 30,  2002,  the  Registrant  did not have any cash.  As of April 30,
2003,  and  principally  as a result of the  Registrant's  private  placement of
1,000,000 shares at $.05 per share, the Registrant has cash of $4,861. After the
balance  sheet  date  the  merger  occurred  resulting  in the  placement  of an
additional 1,000,000 shares with Parthian Securities SA.

The Registrant's  current  liabilities of $52,217 as of April 30, 2003, includes
$50,000 due to a former officer,  which represents  $73,862 or 60% decrease from
the  Registrant's  current  liabilities  as of April 30, 2002.  The decrease was
entirely attributable to the Registrant's  settlement with Joseph Petito and the
payment of accrued  professional  fees and  expenses.  The  current  liabilities
decreased  by $73,862  from  $123,862  on April 30, 2002 to $50,000 on April 30,
2003.  The reason for the  decrease  was due to the  forgiveness  of debt by the
former  officer in the amount of $48,862 and a payment to the former  officer of
$25,000.

The  Registrant is  authorized  to issue up to  10,000,000  shares of its Common
Stock.  As of April 30, 2003,  there were 3,857,397  shares of the  Registrant's
Common Stock issued and outstanding, and increase of 1,010,000 shares from April
30, 2002.

Employees

Other  than the non  compensated  officers  of the  Company  there  are no other
employees.

Capital Expenditures

The Registrant did not have any material commitments for capital expenditures at
April 30, 2003 or 2002.

Effects of Inflation

The Registrant  believes that the relatively moderate rate of inflation over the
past few years has not had a significant  impact on the  Registrant's  financial
position or operating results.

ITEM 7. FINANCIAL STATEMENTS

Financial statements meeting the requirements of Item 310 of Regulation S-B, for
the two fiscal years ending April 30, 2003 and 2002 were audited by Bloom & Co.
LLP.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE 34 Act

(a) Identify Directors and Executive Officers.

The following table sets forth:  (1) names and ages of all persons who presently
are and who have been selected as directors of the Registrant; (2) all positions
and offices with the Registrant held by each such person; (3) the term or office
of each person named as a director; and 4) any period during which he or she has
served as such:

                       Duration and
                       Date of           Position &                Age and
                       Expiration of     Office with               Director
Name                   Present Term      Registrant                Since
--------------------------------------------------------------------------------


Irwin Pearl            One year
                       Next Annual       President and             60, 11/30/01
                       Meeting           Director

Thomas F.
Regan                  One year
                       Next Annual       Vice President            54, 11/30/01
                       Meeting           and Director


Joseph Petito (1)      Next Annual       Former President,         82, 3/31/83
                       Meeting           Chief Executive
                                         Officer and Chief
                                         Financial Officer

Irwin Lampert (1)      Next Annual       Former Vice President,    62, 01/02/95
                       Meeting           Secretary
                                         and Director (1)
--------------------------

(1) On November 30, 2001, Mr. Petito  resigned as an executive  officer and as a
member of the  Registrant's  Board of Directors,  and Mr. Lampert  nominated and
elected Mr. Irwin Pearl to fill the vacancy  created by the  resignation  of Mr.
Petito.  Thereafter,  and on the same date, Mr. Lampert resigned as an executive
officer and as a member of the  Registrant's  Board of Directors,  and Mr. Pearl
nominated  and  elected Mr.  Thomas F. Regan to fill the vacancy  created by the
resignation of Mr. Lampert. Subsequently, and on the same date, Messrs Pearl and
Regan elected themselves as President, Secretary and Chief Financial Officer and
Vice President, respectively.

There is no  understanding  or  arrangement  between any  directors or any other
person or persons pursuant to which such  individual,  was or is to be, selected
as a director or nominee of the Registrant.

(4) Business Experience

The  following  is a  brief  account  of the  experience  of each  director  and
executive officers of the Registrant:

IRWIN PEARL. Mr. Pearl was elected as the Registrant's President,  Secretary and
Chief Financial Officer on November 30, 2001. Simultaneously therewith and since
November 6, 2001,  Mr. Pearl has been the President of E-Global  Communications,
Inc., a Nevada corporation  engaged in the marketing and sale of direct response
TV products and services in Latin  America.  Simultaneously  therewith  and from
January 1998, to Mr. Pearl served as the Chief Operating  Officer and a director
of  E-GlobalNet,  Inc.  (and  its  predecessors),  a  Delaware  corporation  and
international  distributor of "As Seen On TV" products in Hicksville,  New York.
Prior thereto since 1992, Mr. Pearl was President/Co-Chief Executive Officer and
a  director  of  PhaseOut  of  America,   Inc.  (OTCBB  Symbol  POUT)  where  he
administered the  re-development and clinical testing of that company's patented
smoke cessation  product.  Prior thereto since 1984, Mr. Pearl was President and
Chief Executive  Officer of AquaSciences  International,  Inc.  (NASDAQ AQSI); a
company   engaged  in  the   development  of  proprietary   water   purification
technologies  for consumer  applications.  From 1970 to 1984,  Mr. Pearl was the
principal of  Promotional  Media,  Inc., a company  engaged in the publishing of
traffic  building  continuity  promotions  for the leading  supermarkets  in the
nation.  In 1966,  Mr. Pearl  co-founded  Jerome  Irwin  Advertising  Agency;  a
retail-advertising agency that grew to become one of Long Island's largest, with
annual billings  reaching $50 million per year. Mr. Pearl is a charter member of
the New Product  Development  Corporation,  a consortium of business  management
executives,  that helps  inventors and product  developers  commercialize  their
products.

THOMAS F. REGAN. Mr. Regan was elected as a director and the  Registrant's  Vice
President on November 30, 2001.  Simultaneously  therewith and since October 30,
2001,  Mr. Regan has been  employed by Greenpoint  Financial,  a division of the
Greenpoint  Savings Bank, as a Wholesale  Account Executive in its Mount Laurel,
New Jersey  office.  Prior thereto since 1991, Mr. Regan served as the President
and a  principal  stockholder  of Pinnacle  Mortgage  Corp.,  a privately  owned
licensed mortgage banking firm in East Hanover,  New Jersey. Prior thereto since
1978,  Mr.  Regan was  employed by the  mortgage  banking  divisions  of various
commercial and savings banks in the Northeast United States.

(5) Directorship

Each Director of the Registrant  has indicated to the Registrant  that he or she
is not presently a director in any other  Registrant  with a class of securities
registered  pursuant to Section 12 of the 34 Act or subject to the  requirements
of Section  15(d) of such act or any  investment  company  registered  under the
Investment Company Act of 1940.

(b) Identification of Certain Significant Employees

The Registrant  does not presently  employ any person as a significant  employee
who  is not an  executive  officer  but  who  makes  or is  expected  to  make a
significant contribution to the business of the Registrant.

(C) Family Relationships

No family  relationship exists between any director or executive officers of the
Registrant.

(d) Involvement in Certain Legal Proceedings

No event listed in  Sub-paragraphs  (1) through (4) of Subparagraph  (d) of Item
401 of  Regulation  S-B,  has  occurred  with  respect to any present  executive
officer or director of the  Registrant  or any nominee for  director  during the
past five years which is material to an  evaluation  of the ability or integrity
of such director or officer.

ITEM 10. EXECUTIVE COMPENSATION.

(a) General

     (1)  through  (7) All  Compensation  Covered.  During the fiscal year ended
     April 30, 2003, no  compensation  was paid to, accrued or set aside for any
     executive officer or director of the Registrant.

(b) Summary Compensation Table

                                 SUMMARY COMPENSATION TABLE
                      Annual Compensation           Long-Term Compensation
                           Restricted    Securities
                           Stock       Underlying LTI
    Name         Year   Salary    Bonus   Other  Award(s)  Options     Pay


Joseph Petito    1999   $ -0-(1)  None    None   None       None       None
Joseph Petito    2001     -0-(1)  None    None   None       None       None
Joseph Petito    2002     -0-(1)  None    None   None       None       None
Irwin Pearl      2002     -0-(2)  None(2) None   None       None       None
Thomas Regan     2002     -0-     None    None   None       None       None
Irwin Pearl      2003     -0-     None    None   None       None       None
Thomas Regan     2003     -0-     None    None   None       None       None
-----------------

(1) On July 30, 1997,  the Registrant  received a written  statement from Joseph
Petito wherein and whereby he irrevocably  waived any and all claims that he may
have to receive compensation from the Registrant for the four fiscal years ended
April 30, 1997,  in the sum of $312,000 plus any and all accrued  interest.  Mr.
Petito  also  waived any right  that he may have  under and with  respect to the
October 1, 1992,  verbal agreement with the Board of Directors  granting him the
right and option to convert the Registrant's debt and obligation to him into two
shares of the  Registrant's  Common Stock, at $.01 par value, for every $1.00 of
debt.

(2) On April 24, 2002, the Registrant  issued an aggregate of 10,000  restricted
shares of its common stock to Mr. Pearl in consideration of services rendered to
the  Registrant  during the period  December 1, 2001 through April 30, 2002. The
shares had a fair market value of $2,000 or $.20 per share.

     (c)  Option/SAR  Grant Table.  During the fiscal year ended April 30, 2003,
the Registrant made no grants of stock options or freestanding SAR's.

     (d) Aggregate  Option/SAR  Exercises and Fiscal Year-End  Option/SAR  Value
Table.  No stock  options  or  freestanding  SAR's are  issued  or  outstanding.
Accordingly,  and during the fiscal year ended April 30, 2003,  no stock options
or  freestanding  SAR's  were  exercised.   Notwithstanding  the  foregoing,  an
aggregate of 1,000,000 shares of the Registrant's  Common Stock,  $.01 par value
per share  continue to be reserved  for  issuance  pursuant to the  Registrant's
long-term  incentive  plan  adopted by the  Registrant's  Board of  Directors in
August, 1990, but never ratified and approved by the Registrant's  stockholders.
On June 2, 2003, and in the Consent, a majority of the Registrant's stockholders
ratified and approved the 2003 Long Term  Incentive Plan wherein an aggregate of
2,000,000  authorized but unissued shares of the  Registrant's  common stock are
reserved for the issuance of option and other awards under such Plan.

     (e) Long-Term  Incentive Plan ("LTIP") Awards Table. During the fiscal year
ended April 30, 2003, the Registrant made no LTIP awards.

     (f)  Compensation  of Directors.  (1) and (2). During the fiscal year ended
April 30, 2003, no director of the Registrant received any compensation, whether
pursuant to any standard or other arrangement or otherwise.

     (g)  Employment  Contracts and  Termination  of  Employment,  and Change-in
Control Arrangements. (1) and (2). No executive officer, director or employee of
the Registrant is serving pursuant to the terms of a written employment or other
compensation agreement, understanding or arrangement with the Registrant; and no
such agreement was entered into during the fiscal year ended April 30, 2003.

     (h) Report on Repricing of Options/SAR's.  No stock options or freestanding
SAR's are issued or outstanding.  Accordingly,  and during the fiscal year ended
April 30, 2003, no stock options or freestanding SAR's were repriced.

     (I) Mr. Petito resigned effective November 30, 2001.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a) Security  Ownership of Certain  Beneficial  Owner.  The  information is
furnished  as of June 30, 2003,  as to the number of shares of the  Registrant's
Common  Stock,  $.01 par value per share,  owned  beneficially,  or known by the
Registrant to own beneficially, more than 5% of any class of such security:

Name and Address               Amount and Nature
of Beneficial                    of Beneficial
Owner                             Ownership           Percentage of Class

Parthian Securities SA
36 Blvd. Helvetique
CH-1207 Geneva
Switzerland                        1,000,000                   26%

Grove Partners
266 Cedar Street
Cedar Grove, NJ 07009                500,000                   13%

Gable International
Investments, Ltd.
PO Box 3152 Road Town
Toftola, British Virgin Islands      500,000                   13%



<PAGE>


(b) Security  Ownership of Management.  The  information is furnished as of June
30, 2002, as to the number of shares of the Registrant's  Common Stock, $.01 par
value per share owned beneficially by each executive officer and director of the
Registrant and by all executive officers and directors as a group:

Name and Address                Amount and Nature
of Beneficial                     of Beneficial
Owner                                Ownership             Percentage of Class

Irwin Pearl
25 Nantwick Street
Lido Beach, NY 11561                 10,000                         -%

Thomas Regan
15 Lincoln Street
Roseland, NJ 07068                   28,500                         - %

All Officers
And Directors
as a Group of
two persons                          38,500                         -%

     (c) Changes in Control.  On November 30, 2001, and in  consideration of the
sum of $35,000,  Petito,  then an  executive  officer,  director  and  principal
stockholder  of the  Registrant,  entered into a written  option  agreement with
James T.  Patten as Option  Holder,  wherein  the Option  Holder was granted the
exclusive and  assignable  option to purchase an aggregate of 684,584 issued and
outstanding shares of the Registrant's  common stock (the "Option Shares") owned
of  record by Petito  at any time  prior to March 1,  2002 (the  "Option").  The
exercise price of the Option was an aggregate of $33,458 or approximately  $.049
per Option  Share.  As of the date of the Option  Agreement,  the Option  Shares
represented an approximate 36% equity  interest in the  Registrant.  Pending the
Option Holder's exercise of the Option,  the Option Shares were placed in escrow
with the Registrant's transfer agent.

The  Option  Agreement  provided  that the  closing of the Option and the Option
Holder's  exercise  of the  Option  were  subject  to the  following  conditions
precedent:

1.   Petito's execution and delivery of a written Settlement  Agreement with the
     Registrant  wherein Petito agreed to accept $75,000 in full  compromise and
     settlement of the  Registrant's  $123,862  obligation to Petito for accrued
     and unpaid compensation ($78,000) and advances to the Registrant ($45,862).
     The  Settlement  Agreement  also provided for the  Registrant's  payment of
     $25,400 to settle  all  existing  liabilities  appearing  on its  financial
     statements.  Petito agreed to be solely  responsible for any liabilities in
     excess of $25,400; and

2.   The delivery to the Option  Holder of evidence of the  Registrant's  filing
     with the Securities and Exchange Commission of a Form 10-KSB for the fiscal
     year ended April 30, 2002; and

3.   The delivery to the Option  Holder of evidence of the  Registrant's  filing
     the  Securities  and  Exchange  Commission  of a Form  10-QSB for the three
     months ended July 31, 2001; and

4.   The delivery to the Option  Holder of a  resignation  of Irwin  Lampert and
     Petito as an executive officers and directors of the Registrant; and

5.   The  delivery  to the  Option  Holder of a form of  general  release of the
     Registrant from David and Harry Sackler and The Sackler Group II, Inc.


On November 30, 2001, Messrs.  Petito and Lampert resigned as executive officers
and directors of the  Registrant in favor of Irwin Pearl as President and Thomas
F. Regan as Secretary and Chief Financial Officer.

On November 30, 2001,  Petito  executed the  Settlement  Agreement.  On April 4,
2002, the Registrant  settled all of its existing  liabilities  appearing on its
financial  statements.  On March 7, 2002,  the  Registrant  filed:  (i) its Form
10-KSB for the fiscal  year ended April 30,  2001;  (ii) its Form 10-QSB for the
three months  ended July 31, 2001;  and (iii) its Form 10-QSB for the six months
ended October 31, 2001. On March 12, 2002, the Registrant  filed its Form 10-QSB
for the nine months ended January 31, 2002. On January 7, 2002, Petito delivered
to the Option  Holder the general  releases from David and Harry Sackler and The
Sackler  Group II, Inc. On various  dates  between March 22, and March 26, 2002,
the Option Holder assigned the Option Shares to seven non-affiliated individuals
and an entity which subsequently exercised their pro-rata portion of the Option.
Accordingly,  and on March  12,  2002,  the  Registrant  and the  Option  Holder
complied with all of the requirements of the Option Agreement.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)(b) On November  30, 2001,  Joseph  Petito,  the  Registrant's  President,  a
director and principal  stockholder,  entered into the Option Agreement with the
Option Holder hereinabove described in Item 1 and 11(c).

On November  30, 2001,  Mr.  Petito  resigned as an  executive  officer and as a
member of the  Registrant's  Board of Directors,  and Mr. Lampert  nominated and
elected Mr. Irwin Pearl to fill the vacancy  created by the  resignation  of Mr.
Petito.  Thereafter,  and on the same date, Mr. Lampert resigned as an executive
officer and as a member of the  Registrant's  Board of Directors,  and Mr. Pearl
nominated  and  elected Mr.  Thomas F. Regan to fill the vacancy  created by the
resignation of Mr. Lampert. Subsequently, and on the same date, Messrs Pearl and
Regan elected themselves as President, Secretary and Chief Financial Officer and
Vice President, respectively.

On November 30,  2001,  Mr.  Thomas F. Regan,  purchased an aggregate of 101,500
issued and  outstanding  shares of the  Registrant's  common stock from Anita M.
Petito,  the non-affiliated and adult daughter of Joseph Petito in consideration
for $10,500 or $.10 per share.  On April 24,  2002,  the  Registrant  issued and
aggregate of 10,000  restricted  shares of its common stock to Irwin Pearl,  the
Registrant's   President,   in  consideration   for  services  rendered  to  the
Registrant. The fair market value of the shares was $2,000 or $.20 per share.

On January 15, 2002, the  Registrant  borrowed an aggregate of $2,500 from James
T. Patten. The loan was made pursuant to a written loan agreement payable within
eight months and bearing  interest at the rate of 10% per annum.  The Registrant
utilized the loan proceeds to satisfy accrued expenses and professional fees. On
June 7, 2002,  the  Registrant  borrowed an  aggregate  of $10,000 from James T.
Patten.  The loan was made pursuant to a written loan  agreement  payable within
three months and bearing  interest at the rate of 10% per annum.  The Registrant
utilized the loan proceeds to satisfy accrued  expenses and  professional  fees.
Both loans were repaid during the fiscal year ended April 30, 2003.

On June 2, 2003, Messrs.  Pearl and Regan, each executive officers and directors
of the  Registrant,  and the  record or  beneficial  owners of 10,000 and 28,500
shares,  respectively,  participated  in the Consent by voting  their  shares in
favor of the matters  discussed  in this Report in Item 1 under the  sub-caption
"Action by Consent".

Except for the  foregoing  and during the fiscal year ended April 30, 2003,  and
April 30,  2002,  no officer,  director  or relative or spouse of the  foregoing
persons or any relative of such person who has the same home as such person,  or
is a director or other officer of any parent or subsidiary of the  Registrant or
any shareholder  known by the Registrant to own of record or  beneficially  more
than  five  (5%)  percent  of the  Registrant's  Common  Stock,  had a direct or
indirect material interest in any transaction or presently proposed  transaction
to which the Registrant or any of its parents or subsidiaries was or is a party.

     (c) Parents.  The  following  individuals  and entities may be deemed to be
parents of the  Registrant as at April 30, 2003:  (i) Parthian  Securities SA, a
Swiss  corporation  that is the record and  beneficial  owner of an aggregate of
1,000,000 shares of the Registrant's  Common Stock;  (ii) Grove Partners,  a New
Jersey  general  partnership  that is the  record  and  beneficial  owner  of an
aggregate of 500,000 shares of the  Registrant's  Common Stock;  and (iii) Gable
International  Investments,  Ltd., a British Virgin Islands  corporation that is
the  record  and  beneficial  owner of an  aggregate  of  500,000  shares of the
Registrant's Common Stock.

     (d) Transactions with Promoters. Inapplicable.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibit

  99.1 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  99.2 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b) Reports on Form 8K:  During the last  quarter of the fiscal  year ended April
30, 2003, the Registrant did not file any Form 8-K Current Reports.


Item 14.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in the rules and forms of the  Securities and
Exchange  Commission.   Based  upon  their  evaluation  of  those  controls  and
procedures performed within 90 days of the filing date of this report, the Chief
Executive and Chief  Financial  Officers of the  Registrant  concluded  that the
Registrant's disclosure controls and procedures were adequate.

(b) Changes in internal controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
Officers.


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned thereunto duly authorized,  in the City of Long Beach,
State of New York, on July 28, 2003.


ORION DIVERSIFIED TECHNOLOGIES, INC.

BY:

/s/Irwin Pearl
Irwin Pearl, President


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
following persons on behalf of the Registrant and in their capacities and on the
dates indicated have signed this report below.


/s/Irwin Pearl
Irwin Pearl, Director
Dated: July 31, 2003
Long Beach, New York

/s/Thomas Regan
Thomas Regan, Director
Dated: July 31, 2003
Long Beach, New York





                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Orion Diversified Technologies, Inc.
Long Beach, New York


We  have  audited  the   accompanying   balance  sheets  of  Orion   Diversified
Technologies,  Inc.  as of  April  30,  2003,  and  the  related  statements  of
operations,  changes in stockholders'  equity,  and cash flows for the two years
ended April 30,2003.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. An audit also includes assessing the accounting principles used, and
significant  estimates  made, by  management  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Orion Diversified Technologies,
Inc.  as of April  30,  2003,  and the  results  of its  operation,  changes  in
stockholders'  equity and its cash flows for the two years ended April 30, 2002,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern. As discussed in Note7 to the financial
statements,  the Company has incurred  losses from  operations for several years
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern.  Management's plans with regard to these matters
are also  described  in Note 8. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


Bloom & Co. LLP
Hempstead, New York
July 28, 2003



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                                  BALANCE SHEET

                                  April 30,2003

                                     Assets
Current Assets:
       Cash                                                $   4,861
                                                             -------
        Total Assets                                       $   4,861
                                                             =======

        Liabilities & Stockholders Equity

Current Liabilities:
       Accounts Payable and Accrued Expenses                   2,117
       Loan payable                                              100
       Due to former officer                                  50,000
                                                             -------
       Total Liabilities                                      52,217
                                                             -------

Stockholders Equity:
    Common Stock, par value $.01 per share,
     authorized 10,000,000 shares, issued
       and outstanding 3,857,397 shares                       38,569
       Paid-in Capital                                        85,637
       Deficit                                              (171,562)
                                                             -------
       Total Stockholders Equity                            ( 47,356)
                                                             -------
Total Liabilities & Stockholders Equity                    $   4,861
                                                             =======


The accompanying notes are an integral part of these financial statements.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF OPERATIONS
                     THE YEARS ENDED APRIL 30, 2003 AND 2002

                                                  2003                    2002
                                                  ----                    ----
INCOME
Revenues                                     $       --              $      --

Costs & Expenses:

     General & Administrative                    37,087                  4,019
                                               --------                -------
      Total costs and expenses                   37,087                  4,019
                                               --------                -------
       Total Costs & Expenses                    37,087                  4,019
                                               --------                -------
Net loss before extraordinary item               37,087                  4,019

Extraordinary item:
Forgiveness of debt                              48,862                     --

Income taxes:
     Current                                         --                     --
     Tax benefit                                     --                     --
                                               --------                -------
     Net Income (loss)                        $  11,775              $(  4,019)
                                               ========                =======

Earnings per share:

Net income (loss)
Basic                                             N/A                    N/A
                                                  ===                    ===
Diluted                                           N/A                    N/A
                                                  ===                    ===

Weighted Average Number of
  Common Shares outstanding                   3,578,602              1,969,650
                                              =========              =========

The accompanying notes are an integral part of these financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                   FOR THE YEARS ENDED APRIL 30, 2003 AND 2002

                Common Stock     Warrants    Additional
                ------------     --------     Paid In   Accumulated
            Shares      Amount  Type  Number  Capital     Deficit     Total

Balance
05/01/01                         A    903,762
             1,847,397  $18,469  B    905,262  $ 3,737   $(179,318)  $(157,112)

Shares
issued for
cash         1,000,000   10,000  -          -   33,000           -      43,000

Warrants
expired             --       --  A    903,762       --           -          --
                                 B    905,262       --           -          --
Shares
issued for
services        10,000      100  -          -    8,900           -       9,000

Net loss             -        -  -          -        -     ( 4,019)    ( 4,019)
             ---------   ------  -    -------   ------     -------     -------
Balance                          A         --
04/30/02     2,857,397  $28,569  B         --  $45,637   $(183,337)  $(109,131)

Shares
issued for
cash         1,000,000   10,000  -         --   40,000           -      50,000

Net Income           -        -  -         --        -      11,775      11,775
             ---------   ------  -    -------   ------     -------     -------
Balance                          A         --
04/30/03     3,857,397  $38,569  B         --  $85,637   $(171,562)  $( 47,356)
             ---------   ------  -    -------   ------     -------     -------
             ---------   ------  -    -------   ------     -------     -------

The accompanying notes are an integral part of these financial statements.




                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                             STATEMENT OF CASH FLOWS
                   FOR THE YEAR ENDED APRIL 30, 2003 AND 2002

                                                           2003           2002
                                                           ----           ----

Cash Flow from Operating Activities

           Net Income (Loss)                           $ 11,775       $( 4,019)

Adjustments to Reconcile Net Loss
To Net Cash Provided by (Used For)
Operating Activities
Shares issued for services                                   --           2,000
Changes in assets and liabilities:
Accounts payable and accrued expenses                  (  2,171)       ( 28,961)
Payment to former officer                              ( 25,000)             --
Forgiveness of debt                                    ( 48,863)             --
                                                       --------        --------
Net Cash Provided By (Used In)  Operations             ( 64,259)      (  30,980)
                                                       --------        --------

Cash Flow from Financing Activities
 Loan                                                  (  2,500)          2,600
 Shares issued for cash                                  10,000          10,000
 Additional paid in capital                              40,000          40,000
                                                       --------        --------
                                                         47,500          52,600
                                                       --------        --------

Net Increase/Decrease in Cash                          ( 16,759)         21,620
Cash - Beginning                                         21,620              --
                                                       --------        --------
Cash - Ending                                          $  4,861      $   21,620
                                                       ========        ========

The accompanying notes are an integral part of these financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

The  Company was  incorporated  in New Jersey on May 6, 1959.  Until  1986,  the
Company  was  engaged  in the  marketing  and sale of a line of  semiconductors,
transistors,  diodes and  rectifiers  and, to a lesser extent,  other  ancillary
related electronic  products.  Because of sustained operating loses, the Company
discontinued  this line of operation and filed a plan of  reorganization  (under
Chapter 11) with the United States  Bankruptcy Court for the Eastern District of
New York, on April 30, 1990. The Company's Plan of Reorganization  was confirmed
by the United States  Bankruptcy  Court for the Eastern  District of New York on
April 30, 1990 and consummated on June 2, 1992.

For at least the last three fiscal  years,  the Company has  essentially  been a
"shell" corporation with no assets and limited liabilities.  During this period,
the  Company's  management  limited  the  Company's  activities  to  seeking  to
consummate a business  combination  with a profitable  privately  owned company.
Despite several attempts,  no business  combination was concluded by the Company
during the four fiscal  years ended April 30, 2003.  Subsequent  to the year end
the Company has entered into a reverse  merger  agreement  with a Swiss  Company
(See note 10)

Accordingly,  the Company may be deemed to be a blank check company.  As defined
in Section  7(b)(3) of the  Securities  Act of 1933,  as amended (the "Act"),  a
"blank  check"  company is a  development  stage  company  that has no  specific
business plan or purpose or has indicated that its business plan is to engage in
a merger or an  acquisition  with an  unidentified  company or companies  and is
issuing  "penny stock"  securities as defined in Rule 3(a)(51) of the Securities
Exchange Act of 1934,  as amended (the "34 Act").  The  Securities  and Exchange
Commission and many states have enacted statutes, rules and regulations limiting
the sale of securities of blank check companies.



                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES


Use of Estimates in the Preparation of Financial Statements

The  preparation  of financial  statements,  in  conformity  with the  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less,  when  purchased,  to be cash  equivalents.  The carrying amount
reported in the balance  sheet for cash and cash  equivalents  approximates  its
fair values.

Inventories

The Company's  policy is  Accounting  for Inventory is to use the First In First
Out method. Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the  estimated  useful  lives of the  related  assets
ranging  from  three to five  years.  Property  held  under  capital  leases  is
amortized over the lesser of the lease term or their estimated useful lives.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Long-Lived Assets

The Company  follows the  provisions  of the  Statement of Financial  Accounting
Standards  ("SFAS") No. 121 "Accounting for the Impairment of Long-Lived  Assets
and for Long-Lived  Assets to be disposed of". SFAS 121  establishes  accounting
standards  for the  impairment  of  long-lived  assets and certain  identifiable
intangibles  to  be  held  and  used  and  for  long-lived  assets  and  certain
identifiable intangibles to be disposed of.

The Company  reviews the  carrying  values of its  long-lived  and  identifiable
intangible  assets  for  possible  impairment  whenever  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of the  assets  may not be
recoverable.

Income Taxes

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax  assets  and  liabilities   are  recognized  for  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry-forwards.  Deferred  tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.


Non-monetary Transactions

The accounting for non-monetary assets is based on the fair values of the assets
involved.  Cost  of a  non-monetary  asset  acquired  in  exchange  for  another
non-monetary  asset is  recorded at the fair value of the asset  surrendered  to
obtain it. The difference in the costs of the assets  exchanged is recognized as
a gain or loss. The fair value of the asset received is used to measure the cost
if it is more clearly evident than the fair value of asset surrendered.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

Stock-Based Compensation

The  Company had adopted  SFAS 123 and has  adopted the  amendments  to SFAS 123
disclosure  provisions  required  under SFAS 148. The Company  will  continue to
account for  stock-based  compensation  utilizing the intrinsic value method per
Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued
to Employees. Under this policy:

1. Compensation costs are recognized as an expense over the period of employment
attributable to the employee stock options.

2. Stocks  issued in  accordance  with a plan for past or future  services of an
employee are allocated between the expired costs and future costs.  Future costs
are charged to the periods in which the services are performed.

Pursuant to the  disclosure  requirements  of SFAS 148, the Company  provides an
expanded reconciliation for all periods presented Note 9.

Earnings per Share

The Company  follows the  Statement of Financial  Accounting  Standards No. 128,
Earnings Per Share ("SFAS No. 128").  SFAS No. 128 requires the  presentation of
both basic and diluted earnings per share.

New Accounting Standards

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  130,
"Reporting  Comprehensive  Income". SFAS 130 establishes standards for reporting
and display of  comprehensive  income and its  components  (revenues,  expenses,
gains,  and  losses)  in a full set of  general  purpose  financial  statements.
Specifically,  SFAS 130  requires  that all items  that meet the  definition  of
components of comprehensive  income be reported in a financial statement for the
period in which they are recognized.  However, SFAS 130 does not specify when to
recognize,  or how to measure, the items that make up comprehensive income. SFAS
130 is effective for fiscal years  beginning  after December 15, 1997, and early
application is permitted.  Management  believes the application of SFAS 130 will
not have a material effect on the Company's future financial statements.

In June  1997,  the  Financial  Accounting  Standards  Board  issued  SFAS  131,
"Financial  Reporting for Segments of Business  Enterprise." SFAS 131 supersedes
the "industry  segment" concept of SFAS 14 with a "management  approach" concept
as the basis for  identifying  reportable  segments.  SFAS 131 is effective  for
fiscal  years  beginning  after  December  15,  1997 and  early  application  is
permitted.  Management  believes  the  application  of SFAS  131 will not have a
material effect on the Company's future financial statements.


                      ORION DIVERSIFIED TECHNOLOGIES, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (continued)

New Accounting Standards

In April  1998,  the FASB issued SOP 98-5,  "Reporting  on the Costs of Start-up
Activities,"  which will become  effective  for the Company in fiscal  2000.  It
requires costs of start-up  activities and organization  costs to be expensed as
incurred.  The Company  currently follows this approach and such costs have been
minimal in the past.

In February 1998, the FASB issued SFAS No. 132,  "Employers'  Disclosures  About
Pensions and Other  Post-retirement  Benefits,"  which became  effective for the
fiscal years beginning after December 15, 1997. The statement  standardizes  the
disclosure requirements for pension plans and other post retirement benefits. To
the extent practicable, the statement requires additional information on changes
in the benefit  obligations  and fair value of plan assets.  The Company adopted
the SFAS 132. The adoption of SFAS No. 132 did not have  material  impact on the
Company's consolidated financial statements,  the results of operations,  or the
notes thereto.

NOTE 3 - PAYROLL TAXES

In connection with the Plan of Reorganization, payroll taxes were due within six
years from April 23, 1986, the date of assessment.  The Company has not paid the
$137,465  tax  liability  and the  taxing  authorities  have  taken no action to
collect it.  Management  believes that,  under the current federal and state tax
laws,  the liability is subject to the statute of limitation and therefore is no
longer due.


NOTE 4 - COMMON STOCK PURCHASE WARRANTS

In accordance with the Plan of  Reorganization,  903,762 and 905,262  redeemable
Class A and Class B Purchase  Warrants were issued  between  September 19, 1990,
and December 30,  1990.  Each warrant  entitled the holder to purchase one "new"
share of the Company's  stock for each warrant that is  exercised.  The exercise
price of the Class A and Class B Warrants are $2.50 and $3.50, respectively. The
Board of Directors of the Company extended the expiration dates for both Classes
of Warrants to December 31, 2000.

During the year ended April 30, 2002 the Board of  Directors  did not extend the
option period and the options expired.

NOTE 5 - RELATED PARTY TRANSACTIONS

On June 2, 1990, the Board of Directors  agreed to provide  compensation  to Mr.
Petito,  the Company's former president,  at the rate of $1,500 per week. On May
2, 1994,  Mr. Petito agreed to forego the $1,500 weekly  compensation  until the
Company shows a significant upward trend in its results of operations.


Due to Officer

As of April 30, 2003, the amounts owed to the officer were:

              Due to officer                      $ 123,862
              Less:Forgiveness of debt             ( 48,862)
              Less: Amount paid                    ( 25,000)
                                                    -------
              Balance due officer                 $  50,000
                                                    =======


NOTE 6 - PRIVATE OFFERING

The future of the Company is dependent on new  management's  ability to secure a
business combination partner or establish profitable operations.

On August 1, 2002, the Company  conducted a private offering of 1,000,000 shares
of its common stock at $.05 per share pursuant to Rule 506 of Regulation D under
the  Securities  Act of 1933,  as  amended.  The shares are part of the total of
2,000,000  shares sold and issued in order to provide the Company  with  working
capital  pending  the  consummation  of a  business  combination  with a private
company. On August 1, 2002, Parthian Securities SA, a theretofore non-affiliated
Swiss corporation ("Parthian") purchased all 1,000,000 shares for $50,000.


NOTE 7. NET OPERATING LOSS CARRYFORWARDS

As of April 30,2003 the Company had NOLs of approximately $767,219. These NOLs
and corresponding estimated tax assets, computed at a 35% tax rate, expire as
follows:

        Year loss          Expiration           Loss         Estimated
        Incurred              Date             Amount        Tax Asset
        04/30

         1995                 2010          $  69,583        $  24,354
         1996                 2011             70,260           24,591
         1999                 2014                400              140
         2000                 2015                400              140
         2001                 2016             26,900            9,415
         2002                 2017              4,019            1,407
                                              -------          -------

          Total                             $ 171,562        $  60,047
                                              =======          =======

Under the  provisions of SFAS 109, NOLs  represent  temporary  differences  that
enter into the  calculation of deferred tax assets.  Realization of deferred tax
assets associated with the NOL is dependent upon generating  sufficient  taxable
income prior to their expiration.

Management  believes  that there is a risk that certain of these NOLs may expire
unused and,  accordingly,  has established a valuation  allowance  against them.
Although realization is not assured for the remaining deferred tax assets, based
on the historical trend in sales and profitability, the estimated tax assets and
valuation allowance were $268,527, as of April 30, 2003. The Company believes it
is likely that the benefit of these additional assets may not be realized in the
future.

        Deferred tax assets:                             2003

        Net operating loss carryforwards             $ (60,047)
        Less: Valuation allowance                       60,047
                                                       -------
        Net deferred tax assets - current            $      --
                                                       =======

NOTE 8. GOING CONCERN BASIS AND FUTURE PLANS

The accompanying consolidated financial statements have been prepared on a going
concern basis which  contemplates  the realization of assets and satisfaction of
liabilities in the normal course of business.

Orion has not realized any material revenues for the three years ended April 30,
2003,  and the  consolidated  statement of retained  earnings for the year ended
April 30, 2003 reflect a retained deficit of $171,562. The Company also has been
entirely supported by its majority shareholder.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


NOTE 9.  PLAN OF OPERATION

To maintain  its  existence,  the Company had been using the  facilities  of its
Chairman and CEO Mr. Joseph  Petito on a rent free basis.  On November 30, 2001,
Mr. Petito entered into an option agreement with Mr. James T. Patten.  Under the
agreement,  Mr.  Patten has  purchased all of the shares owned by Mr. Petito and
his wife.  On the same  day,  Mr.  Petito  and Mr.  Irwin  Lampert  resigned  as
executive  officers and directors of the Company in favor of Mr. Irwin Pearl and
Mr. Thomas Regan.  Mr. Petito has agreed to accept  $75,000 as total  settlement
for his outstanding  loan and accrued wages and expenses of $123,862 and forgive
the balance  with the  completion  of the  private  placement  and Mr.  Patten's
exercise of his  option,  the  Company  has  undergone a change of control.  The
future of the Company  will then be  dependent  on new  management's  ability to
secure a business combination partner or establish profitable operations.


NOTE 10 - SUBSEQUENT EVENT

On June 2, 2003, and  subsequent to the fiscal year covered by this Report,  the
Registrant's  Board  of  Directors  and the  holders  of 61% of the  issued  and
outstanding  shares of the  Registrant's  common stock  adopted  resolutions  by
consent  pursuant  to  pursuant  to Section of 14A:5-6  the New Jersey  Statutes
Annotated  in lieu of a  meeting  of the  shareholders  of the  Registrant  (the
"Consent").  In the Consent,  the Registrant's Board of Directors was authorized
to take the following actions without further vote or action by the stockholders
of the Registrant:

1.   Business  Combination.  The negotiation  and  consummation a reverse merger
     business  combination with Ovale S.A., a non-affiliated  Swiss  corporation
     ("Ovale")  wherein  all of the  issued  and  outstanding  shares of Ovale's
     common stock, $.01 par value per share, shall be acquired by the Registrant
     solely in exchange for the issuance of an aggregate of 5,900,000 authorized
     but unissued shares of the Registrant's common stock;

2.   Amendment to Certificate of Incorporation.  The Registrant's Certificate of
     Incorporation shall be amended to effectuate: (i) an increase in the number
     of shares of common stock,  $.01 par value per share,  which the Registrant
     is authorized to issue from 10,000,000 to 20,000,000;  (ii) the creation of
     an authorized class of 2,000,000 shares of Preferred Stock,  $.01 par value
     per share (the  "Preferred  Stock") and the  granting  to the  Registrant's
     Board  of  Directors  the   authority,   without   further  action  by  the
     stockholders of the Registrant to provide for the issuance of the shares of
     Preferred  Stock in series,  to  establish  from time to time the number of
     shares to be  included  in each such  series,  and to fix the  designation,
     powers,  preferences  and rights of the shares of each such  series and the
     qualifications,  limitations or restrictions thereof; and (iii) authorizing
     the Registrant's Board of Directors to change the name of the Registrant to
     Ovale, Inc. or such other name as the Board of Directors deems reasonable;

3.   Private  Offerings.  A private offering  placement under Regulation S under
     the Securities Act of 1933, as amended (the "Act") of up to an aggregate of
     1,000,000  authorized but unissued shares of the Registrant's  common stock
     at $1.50 per share,  which shares shall be  restricted  securities  as that
     term is defined under the Act. A second private offering under Regulation S
     and/or  Rule 506 of  Regulation  D under the Act of up to an  aggregate  of
     250,000 authorized but unissued shares of the Registrant's  common stock at
     $1.50 per share,  which shares shall be restricted  securities as that term
     is defined under the Act;

4.   Stock Option Plan.  The adoption of a 2003 Long Term Incentive Plan wherein
     an  aggregate  of  2,000,000   authorized   but  unissued   shares  of  the
     Registrant's  common  stock are  reserved  for issuance of option under the
     plan;

5.   Election of  Directors.  Granting to the existing  Board of  Directors  the
     authority to elect  Vladimir  Fabert and Gilles  Neveau,  the two principal
     executive officers of Ovale, as Directors of the Registrant;

6.   Ratification  of Auditors.  Ratifying  the Board of Directors  selection of
     Bloom & Co, LLP as independent auditors to examine the financial statements
     of the Registrant for the fiscal year ending April 30, 2003; and

7.   Ratification  of Officers  Actions.  Ratifying  the acts and actions of the
     Registrant's  management  since the last annual meeting of the shareholders
     of the Registrant in 1994.

(b)  Business of the Registrant

For at least the last three fiscal years,  the Registrant has essentially been a
"shell" corporation with no assets and limited liabilities.  During this period,
the Registrant's  management  limited the Registrant's  activities to seeking to
consummate a business  combination  with a profitable  privately  owned company.
Despite  several  attempts,   no  business  combination  was  concluded  by  the
Registrant during the three fiscal years ended April 30, 2003.